REGISTRATION RIGHTS AGREEMENT



         REGISTRATION RIGHTS AGREEMENT (this  "AGREEMENT"),  dated as of January

15, 2003 by and between  INTERCARD,  INC., a Nevada corporation (the "COMPANY"),

and  CORNELL  CAPITAL  PARTNERS,   LP,  a  Delaware  limited   partnership  (the

"INVESTOR").



         WHEREAS:



         A. In  connection  with the  Equity  Line of  Credit  Agreement  by and

between the parties  hereto of even date  herewith  (the  "EQUITY LINE OF CREDIT

AGREEMENT"),  the  Company  has  agreed,  upon  the  terms  and  subject  to the

conditions  of the  Equity  Line of Credit  Agreement,  to issue and sell to the

Investor that number of shares of the Company's  common stock,  par value $0.001

per share (the "COMMON STOCK"),  which can be purchased pursuant to the terms of

the Equity Line Credit Agreement for an aggregate  purchase price of up to Seven

Million Five Hundred  Thousand  Dollars  ($7,500,000)  .  Capitalized  terms not

defined  herein  shall have the  meaning  ascribed to them in the Equity Line of

Credit Agreement.



         B. To induce the  Investor  to execute  and  deliver the Equity Line of

Credit Agreement,  the Company has agreed to provide certain registration rights

under the  Securities  Act of 1933,  as amended,  and the rules and  regulations

there under, or any similar  successor statute  (collectively,  the "1933 ACT"),

and applicable state securities laws.



         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual

covenants  contained  herein  and other  good and  valuable  consideration,  the

receipt and  sufficiency of which are hereby  acknowledged,  the Company and the

Investor hereby agree as follows:



1.       DEFINITIONS.



         As used in this Agreement, the following terms shall have the following

meanings:



                  a. "PERSON" means a corporation,  a limited liability company,

an association,  a partnership,  an organization,  a business, an individual,  a

governmental or political subdivision thereof or a governmental agency.



                  b. "REGISTER,"  "REGISTERED,"  and  "REGISTRATION"  refer to a

registration   effected  by  preparing  and  filing  one  or  more  Registration

Statements  (as defined  below) in compliance  with the 1933 Act and pursuant to

Rule 415  under  the 1933  Act or any  successor  rule  providing  for  offering

securities on a continuous or delayed basis ("RULE 415"), and the declaration or

ordering of effectiveness of such Registration Statement(s) by the United States

Securities and Exchange Commission (the "SEC").



                  c.  "REGISTRABLE  SECURITIES" means the shares of Common Stock

issuable to Investors pursuant to the Equity Line of Credit Agreement.



                  d.  "REGISTRATION  STATEMENT"  means a registration  statement

under the 1933 Act which covers the Registrable Securities.





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         2. REGISTRATION.



                  a. MANDATORY REGISTRATION.  The Company shall prepare and file

with the SEC a Registration Statement on Form S-1, SB-2 or on such other form as

is available. The Company shall cause such Registration Statement to be declared

effective by the SEC prior to the first sale to Investor of the Company's Common

Stock pursuant to the Equity Line of Credit Agreement.



                  b. SUFFICIENT  NUMBER OF SHARES  REGISTERED.  In the event the

number of shares  available  under a  Registration  Statement  filed pursuant to

Section 2(a) is insufficient to cover all of the  Registrable  Securities  which

the Investor has purchased pursuant to the Equity Line of Credit Agreement,  the

Company  shall  amend the  Registration  Statement,  or file a new  Registration

Statement (on the short form available therefore, if applicable), or both, so as

to cover all of such  Registrable  Securities  which the Investor has  purchased

pursuant to the Equity Line of Credit  Agreement as soon as practicable,  but in

any event not later than fifteen (15) days after the necessity therefore arises.

The  Company  shall use it best  efforts  to cause  such  amendment  and/or  new

Registration  Statement to become effective as soon as practicable following the

filing thereof.  For purposes of the foregoing  provision,  the number of shares

available under a Registration  Statement shall be deemed "insufficient to cover

all of the  Registrable  Securities"  if at any time the  number of  Registrable

Securities  issuable  on an Advance  Notice  Date is greater  than the number of

shares available for resale under such Registration Statement.



         3. RELATED OBLIGATIONS.



                  a. The Company shall keep the Registration Statement effective

pursuant  to Rule 415 at all times  until the date on which the  Investor  shall

have sold all the Registrable  Securities covered by such Registration Statement

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